Transition Services and Separation Agreement between the Company and Scott A. Mayo, dated February 28, 2019

February 8, 2019

This letter agreement (this "Agreement") confirms the arrangements regarding the termination of your employment as Senior Vice President, Barnes Group Inc. and President, Barnes Industrial (the "Company"), effective as of March 31, 2019 (the ''Termination Date") and the terms of your continued employment through the transition services period from February 8, 2019 through the Termination Date (the "Transition Period").

taxable income, and the full cost of the premiums (employer and employee) will be treated as post-tax.

As of your Termination Date, provided you are currently enrolled, you may continue your contributions, on a post-tax basis, to any Health Savings Account (HSA) and/or Healthcare Flexible Spending Account (FSA) in accordance with the terms of such plans, for the period during which you receive severance payments (but not later than the end of the calendar year in which your Termination Date occurs in the case of the Healthcare FSA). If you do not wish to continue your contributions for these benefits on a post-tax basis, please contact me prior to March 31, 2019. Participation in Dependent Care FSA is not permitted during periods of severance.

After severance payments cease, medical and dental coverage may be continued if you are currently enrolled in such coverage, subject to applicable law, in accordance with the respective plans' COBRA provisions upon payment by you of the full premium and applicable administrative fee for up to 18 months.

You will not be eligible for benefits under the short term disability and/or long term disability plans if you become disabled while you are receiving severance payments.

Your participation will cease in all of the Company's other employee benefit plans upon the Termination Date, including, without limitation and as applicable, the Retirement Savings Plan, retirement contribution account, Employee Stock Purchase Plan, profit­ sharing or pension plan, subject to any conversion or portability rights you may have under such plans.

If you are a participant in one of the Company's pension plans, you may contact Mercer at ###-###-#### (Option l ) for information on your account. If you have a Retirement Savings Plan account, you can access the Fidelity Website at www.401k.com or the Retirement Benefits Line at ###-###-#### for account information or to receive a distribution or rollover of the vested portion of your account (if any) to an IRA or another qualified plan. If you are eligible for profit sharing or have a retirement contribution account, you can also access information on these accounts through Fidelity, including vesting information.

awards, if any, will be forfeited as of the Termination Date. If you have any questions regarding your equity awards, please contact the office of Patricia Bradley, Legal & Stockholder Relations Senior Specialist, at ###-###-####.

suit or other proceeding before any court, tribunal, arbitration proceeding or agency having competent jurisdiction thereover; provided, however, that you shall use your best efforts to provide the Company with adequate and timely written notice so as to enable the Company to seek a protective order or other appropriate relief. As used herein, Confidential Information may include, but is not limited to, the names of suppliers, customers, or employees of, the Company, and its Affiliates, the fees the Company and/or any Affiliate obtain or have obtained for services, financial information, computer programs, marketing plans, pricing information, strategic plans, the existence of any discussions or negotiations concerning any transaction proposed by the Company and/or any Affiliate or other facts relating thereto, the Company's manner of operation or plans, processes, and data of any kind. The confidentiality obligations in this Agreement and the Release are in addition to any other confidentiality obligation or agreement that you have with the Company, and nothing in this Agreement or the Release is intended to waive, modify, alter or amend the terms of any such confidentiality obligation or agreement.

Notwithstanding the foregoing, nothing in this Letter shall prohibit you from reporting possible violations of federal law or regulation to any governmental agency or entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, and/or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. You do not need the prior authorization of the Company to make any such reports or disclosures and you are not required to notify the Company that you have made such reports or disclosures. Further, you will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the Company's trade secrets to your attorney and use the trade secret information in the court proceeding if you (A) file any document containing the trade secret under seal; and (B) do not disclose the trade secret, except pursuant to court order.

(1).    Non-solicitation of Employees. You shall not, directly or indirectly, hire or solicit or facilitate or arrange for the hiring or solicitation of any person who is an employee of the Company or any of its Affiliates, or encourage any such employee to leave such employment, or knowingly assist any business he/she has become associated

(2).    Non-solicitation of Customers. During the Transition Period and for the eighteen (18) month period following the Termination Date, you shall not intentionally or knowingly, directly or indirectly: (i) interfere with the Company's or any of its Affiliates' relationship with, or endeavor to entice away from the Company or any of its Affiliates, any individual, person, firm, corporation or other business entity who at any time during your employment with the Company, was a customer of the Company or any of its Affiliates; or otherwise had a material business relationship with the Company or any of its Affiliates, or (ii) discourage, or attempt to discourage, any individual, person, firm, corporation or business entity from doing business with the Company or any of its Affiliates. Subject to the foregoing, you shall not be prohibited from providing services to existing or prospective customers of any entity with whom you become employed or affiliated following the Termination Date.

During the Transition Period and for the twelve (12) month period following the Termination Date, you will not own, manage, operate, join, control, be employed by or with, render services to, or participate in any manner with any business which competes with the business conducted by the Company or any of its Affiliates anywhere in the Restricted Area during the two (2) years immediately preceding the end of your employment with the Company ("Competitive Business") where doing so will require you to provide the same or substantially similar services to such Competitive Business as those which you provided to the Company during your employment, (for the avoidance of ambiguity "Competitive Business" includes, but is not limited to, businesses in the following markets: hot runner, mold, mold cavity sensor, process control and high cavitation mold systems and assemblies; force and motion control solutions; grippers, advanced end-of-arm tooling systems, sensors and other automation components for intelligent robotic handling and industrial automation; and engineered springs, rings and high precision metal-based solutions), unless you first obtain the written consent of the Company through Dawn Edwards, Senior Vice President, Human Resources (or her successor). "Restricted Area" means (a) the geographic territory in which you worked, represented the Company, or had business contact with the Company's and its Affiliates' customers and/or suppliers and (b) anywhere the Company is doing business where your use or disclosure of the Company's or its Affiliates' confidential information (whether for your own benefit or on behalf of a competitor) could materially disadvantage the Company regardless of your physical location.

Both the Company and you acknowledge that the covenants in paragraphs 10 and 11 (collectively, the "Covenants") are necessary and essential to protect the Company's confidential information; that the area, duration and scope of the Covenants are reasonable and necessary to protect the Company; that they do not unduly oppress or restrict your ability to earn a livelihood in your chosen profession; that they are not an undue restraint on your trade or any of the public interests that may be involved; and that the Company has a legitimate business purpose in requiring you to abide by the Covenants. You and the

Company agree that in the event that a court were to determine that any portion of the Covenants is unreasonable, arbitrary or against public policy, the provisions are to be enforced for such smaller area, shorter duration or narrow scope as shall be determined to be reasonable, non-arbitrary and not against public policy.

You acknowledge and agree that: (i) the obligations you are agreeing to under this letter, especially the Covenants, are supported by adequate consideration, none of which you would otherwise be entitled to receive; and (ii) any violation of this letter agreement would result in irreparable harm and injury to the Company. In the event of a breach or threatened breach by you of the provisions of this Agreement, you agree that the Company will be entitled to an injunction, without first posting bond and without notice, restraining you from such breach or threatened breach and to any other legal or equitable remedies available to the Company. The Company will also be entitled to all costs and expenses, including reasonable attorneys' fees from you should you breach this Agreement.

The Company shall reimburse you for any pre-approved reasonable out-of-pocket expenses incurred in your fulfillment of your cooperation obligations in this Section. The Company cannot and will not, however, provide any form of compensation or expense reimbursement for your participation as a witness or deponent in any legal action when that participation is legally required by subpoena or other judicial mechanism.

agree that you will not directly or indirectly contact the press or media, the Company's employees, or customers or any entity that has a business relationship with the Company, for the purpose of disparaging the Company or any of the Company's current or former officers, directors, managers, employees or agents. It will not be a violation of your obligations under this paragraph to make truthful statements, under oath, as required by law or formal legal process. Notwithstanding any provision of this Agreement to the contrary including, but not limited to, the obligations set forth in the paragraphs entitled, "Confidentiality", "Cooperation" and "Non-disparagement" hereof, you may provide any truthful and accurate information to, and cooperate with, any federal, state, local or foreign governmental agency or entity. The Company agrees that its officers and directors will make no written or oral statements to any third-party that directly or indirectly disparages or could reasonably be anticipated to cause damage to your reputation or goodwill. The Company will issue no public statement regarding your services or employment beyond that required by law.

In the event that either party institutes legal proceedings to enforce the terms of this Agreement, it is specifically understood and agreed that such a claim shall be submitted to final and binding arbitration in Hartford County, Connecticut, pursuant to the rules of the American Arbitration Association, and that the prevailing party shall recover its

costs and reasonable attorney's fees incurred in such arbitration proceeding; provided that, in order to comply with Section 409A of the Internal Revenue Code ("Section 409A"), the following provisions apply if you are the prevailing party: costs and reasonable attorney's fees incurred in the arbitration proceeding may be recovered if they are incurred during the three (3) year period commencing on the Termination Date; the amount of costs and reasonable attorney's fees eligible for reimbursement during your taxable year may not affect the amount of costs and reasonable attorney's fees eligible for reimbursement in any other taxable year; any reimbursement of costs or reasonable attorney's fees shall be made on or before the last day of your taxable year following the taxable year in which the costs or attorney's fees were incurred; and the right to reimbursement shall not be subject to liquidation or exchange for another benefit. The parties further agree that this Agreement, First Release and Second Release are governed by the laws of the State of Connecticut.

As a reminder, regardless of your severance arrangement, you are expected to abide by all obligations set forth in this Agreement, including, without limitation, all confidentiality obligations. Further, after your Termination Date, you continue to have obligations to the Company under various other sources, including the Code, statutes, and common law. Please be mindful of these restrictions and govern your activities accordingly.

The attached First Release and Second Release is a legal release and waiver of liability in favor of the Company, the terms of which are incorporated by reference in this Agreement. Please review it carefully and let me know if you have any questions.

Sincerely,

/s/ Dawn N. Edwards

Dawn N. Edwards

Agreed and accepted:

Scott A. Mayo

Date: February 28, 2019

In exchange for the Company 's promises as set forth in the Agreement, and the salary and benefits provided to me through such date as set forth in the attached Agreement, dated February 8, 2019, the terms of which are incorporated by reference in this release ("First Release"), I, Scott A. Mayo (and anyone acting on my behalf) hereby release every past and present right or claim of any kind, whether legal, equitable or otherwise, against Barnes Group Inc. and its subsidiaries, divisions, business units, related entities, corporations, partnerships and joint ventures (collectively referred to herein as the "Company"). I give up such rights and claims against the Company, its employee benefit plans and anyone else related to the Company (such as, without limitation, the Company's present and former employees, officers, directors, stockholders, representatives, agents and insurers).

I agree that I executed this First Release on my own behalf and also on behalf of any heirs, agents, representatives, successors and assigns that I have now or may have in the future. These rights and claims include, but are not limited to, those that I may have under the Age Discrimination in Employment Act, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964 and Executive Order 11246, which prohibit discrimination in employment based on race, color, national origin, religion or sex; the Americans With Disabilities Act of 1990 as amended, which prohibits discrimination in employment based on a handicap or disability; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; any claims under the Worker Adjustment and Retraining Notification Act of 1988 or any similar law, which requires, among other things, that advance notice be given of certain work force reductions; and all claims under the Employee Retirement Income Security Act of 1974, such as claims relating to pension, profit sharing, or health plan benefits, except as noted in the following paragraph; the Family and Medical Leave Act of 1993; all claims under any state Fair Employment Practices Act as well as any other federal, state or local laws or regulations; all claims for alleged physical or personal injury or emotional distress; and any other claims which could arise from employment or separation from employment, whether in express or implied contract (whether written or oral), or claims for breach of any covenant of good faith and fair dealing (express or implied), or in tort (including without limitation, defamation, assault, battery, false imprisonment, interference with contractual or advantageous business relationship, and invasion of privacy) or for wrongful or retaliatory discharge, whether based on common law or otherwise. The foregoing list is meant to be illustrative rather than inclusive. Nothing in this First Release shall prohibit me from filing a claim with, cooperating with, or participating in any investigation or proceeding conducted by, the federal Equal Employment Opportunity Commission or a comparable state agency, such as the Connecticut Commission on Human Rights & Opportunities (although I acknowledge and agree that I shall not be able to recover any monetary benefits in connection with such claim or proceeding).

I keep any right, however, that I may have to: (1) receive severance benefits under the Executive Separation Pay Plan; (2) receive retirement benefits under the terms of any retirement

plan in which I have earned a vested benefit (including, but not limited to, the Savings Plan), except as to any claim of mine or a similarly situated retirement plan participant which has been denied or rejected before I signed this First Release; (3) elect health care coverage under the federal continuation of health coverage law known as "COBRA," or under any applicable state law concerning continuation of health coverage, unless I am ineligible for such coverage under such law or am not currently enrolled in this coverage; (4) exercise exercisable stock options in accordance with the applicable stock option agreements; and (5) indemnification or advancement of expenses under applicable law, the Certificate of Incorporation or by-laws of the Company, any agreement between me and the Company, or the Company's officers' and directors' liability insurance policies.

This First Release covers both claims that I know about and those I may not know about. I expressly give up and waive all rights afforded by any statute which limits the effect of a release with respect to claims that are presently unknown. I understand the significance of my release of unknown claims and my waiver of statutory protection against a release of unknown claims. This First Release does not give up or waive any rights or claims, which arise after the date that this First Release is signed by me.

I represent and warrant that I have been fully and appropriately paid for all hours worked and services rendered during my employment with the Company, and that I have no claims of any nature against the Company, including but not limited to claims for wages, commissions, work­ related injuries, or otherwise

I have been given a period of at least 21 calendar days from the date of my initial receipt of this First Release (February 8, 2019) to review and consider this First Release before signing it. I may take as much of this period of time to consider this First Release as I wish prior to signing it. I understand that if 1 sign this First Release, it is in exchange for receiving the additional payments and the other benefits described in the Agreement. I acknowledge that I have received 21 calendar days to review this First Release from when it was first given to me. I acknowledge and agree that any changes made to this First Release before I sign it will not entitle me to an additional 21 calendar days to review the new version of this First Release. I will not be entitled to the continued employment, payments and benefits as set forth in Section 1 of the Agreement unless I sign this First Release and deliver it to the Company within 21 calendar days after the date of my receipt of the First Release and do not revoke the First Release.

I am hereby advised by the Company to consult with an attorney before signing this First Release. I understand that whether or not to do so is my decision.

I have not relied on any representations, promises, or agreements of any kind made to me in connection with my decision to sign this First Release except for those set forth in the documents attached to or referred to by this First Release. I may revoke or cancel this First Release within seven (7) calendar days after I sign it. The last day on which this First Release can be revoked is called the "Revocation Day." Revocation can only be made by delivering a written notice of revocation to Dawn N. Edwards, Sr. Vice President, Human Resources, Barnes Group Inc., 123

Main Street, Bristol, Connecticut, 06010. For this revocation to be effective, a written notice of revocation must be sent on or before the Revocation Day for delivery to the foregoing address on the next business day. I acknowledge that this First Release can be revoked only in its entirety and that once revoked, I will not be entitled to the additional employment, payments and benefits as set forth in Section 1 of the Agreement. I will also not receive the enhanced severance payment and benefits described in Section 2.B of the Agreement, and my continued employment with the Company will cease.

If I do not revoke this First Release, it shall go into effect on the day after the Revocation Day and I will receive the payments and benefits described in Section 1 of the Agreement.

A finding that any term or provision of this First Release is invalid, unlawful or unenforceable will not affect the remaining terms and provisions of this First Release.

This First Release, and the documents referenced in or attached to this First Release, set forth the entire agreement between me and the Company and supersede and render null and void any and all prior or contemporaneous oral or written understandings, statements, representations or promises pertaining to the matters set forth herein except for those set forth in the documents attached to or referred to by this First Release and except for any and all previously agreed to restrictive covenant obligations, including noncompetition or confidentiality obligations, to the Company to which I specifically agree to remain bound after signing this First Release, including without limitation my obligations under the Barnes Group Inc. Code of Business Ethics and Conduct.

If I violate any part of the Agreement, I will be responsible for all costs incurred by the Company that flow from that violation, including the Company's legal fees and other costs associated with any legal action that arises from that violation. I will also be required to return all payments and reimburse the Company for all benefits provided to me in exchange for signing this First Release, except for the sum of $500, which I agree constitutes ongoing valid consideration for this waiver and release.

Agreed and accepted:

/s/ Scott A. Mayo    February 28, 2019            

Scott A Mayo    Date

                    

In exchange for severance and other benefits to which I would not otherwise be entitled, set forth in the attached Agreement, dated February 8, 2019, (the "Agreement"), the terms of which are incorporated by reference in this second release ("Second Release"), I, Scott A. Mayo (and anyone acting on my behalf) hereby release every past and present right or claim of any kind, whether legal, equitable or otherwise, against Barnes Group Inc. and its subsidiaries, divisions, business units, related entities, corporations, partnerships and joint ventures (collectively referred to herein as the "Company "). I give up such rights and claims against the Company, its employee benefit plans and anyone else related to the Company (such as, without limitation, the Company's present and former employees, officers, directors, stockholders, representatives, agents and insurers).

I agree that I executed this Second Release on my own behalf and also on behalf of any heirs, agents, representatives, successors and assigns that I have now or may have in the future. These rights and claims include, but are not limited to, those that I may have under the Age Discrimination in Employment Act, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964 and Executive Order 11246, which prohibit discrimination in employment based on race, color, national origin, religion or sex; the Americans With Disabilities Act of 1990 as amended, which prohibits discrimination in employment based on a handicap or disability; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; any claims under the Worker Adjustment and Retraining Notification Act of 1988 or any similar law, which requires, among other things, that advance notice be given of certain work force reductions; and all claims under the Employee Retirement Income Security Act of 1974, such as claims relating to pension, profit sharing, or health plan benefits, except as noted in the following paragraph; the Family and Medical Leave Act of 1993; all claims under any state Fair Employment Practices Act as well as any other federal, state or local laws or regulations ; all claims for alleged physical or personal injury or emotional distress; and any other claims which could arise from employment or separation from employment, whether in express or implied contract (whether written or oral), or claims for breach of any covenant of good faith and fair dealing (express or implied), or in tort (including without limitation, defamation, assault, battery, false imprisonment, interference with contractual or advantageous business relationship, and invasion of privacy) or for wrongful or retaliatory discharge, whether based on common law or otherwise. The foregoing list is meant to be illustrative rather than inclusive. Nothing in this Second Release shall prohibit me from filing a claim with, cooperating with, or participating in any investigation or proceeding conducted by, the federal Equal Employment Opportunity Commission or a comparable state agency, such as the Connecticut Commission on Human Rights & Opportunities (although I acknowledge and agree that I shall not be able to recover any monetary benefits in connection with such claim or proceeding).

I keep any right, however, that I may have to: (1) receive severance benefits under the Executive Separation Pay Plan; (2) receive retirement benefits under the terms of any retirement plan in which I have earned a vested benefit (including, but not limited to, the Savings Plan), except

as to any claim of mine or a similarly situated retirement plan participant which has been denied or rejected before I signed this Second Release; (3) elect health care coverage under the federal continuation of health coverage law known as "COBRA," or under any applicable state law concerning continuation of health coverage, unless I am ineligible for such coverage under such law or am not currently enrolled in this coverage; (4) exercise exercisable stock options in accordance with the applicable stock option agreements; and (5) indemnification or advancement of expenses under applicable law, the Certificate of Incorporation or by laws of the Company, any agreement between me and the Company, or the Company's officers' and directors ' liability insurance policies.

This Second Release covers both claims that I know about and those I may not know about. I expressly give up and waive all rights afforded by any statute which limits the effect of a release with respect to claims that are presently unknown. I understand the significance of my release of unknown claims and my waiver of statutory protection against a release of unknown claims. This Second Release does not give up or waive any rights or claims, which arise after the date that this Second Release is signed by me.

I represent and warrant that I have been fully and appropriately paid for all hours worked and services rendered during my employment with the Company, and that I have no claims of any nature against the Company, including but not limited to claims for wages, commissions, work­ related injuries, or otherwise.

I have been given a period of at least 21 calendar days from my Termination Date to review and consider this Second Release before signing it. I may take as much of this period of time to consider this Second Release as I wish prior to signing it. I understand that if I sign this Second Release, it is in exchange for receiving the additional payments and the other benefits described in the Agreement. I acknowledge that I have received at least 21 calendar days from my Termination Date to review this Second Release. I acknowledge and agree that any changes made to this Second Release before I sign it will not entitle me to an additional 21 calendar days to review the new version of this Second Release. I also understand that under no circumstances will I receive severance or other benefits as described in the Agreement unless I sign the Second Release and deliver it to the Company within 21 calendar days after my Termination Date and do not revoke the Second Release.

I am hereby advised by the Company to consult with an attorney before signing this Second Release. I understand that whether or not to do so is my decision.

I have not relied on any representations, promises, or agreements of any kind made to me in connection with my decision to sign this Second Release except for those set forth in the documents attached to or referred to by this Second Release. I may revoke or cancel this Second Release within seven (7) calendar days after I sign it. The last day on which this Second Release can be revoked is called the "Last Revocation Day." Revocation can only be made by delivering a written notice of revocation to Dawn N. Edwards, Sr. Vice President, Human Resources, Barnes Group Inc., 123 Main Street, Bristol, Connecticut, 06010. For this revocation to be effective, a

written notice of revocation must be sent on or before the Last Revocation Day for delivery to the foregoing address on the next business day. I acknowledge that this Second Release can be revoked only in its entirety and that once revoked, I will not be entitled to receive the severance payment described in Section 2.B of the Agreement and other benefits described therein.

If I do not revoke this Second Release, it shall go into effect on the day after the Last Revocation Day and, subject to the terms of the Agreement, I will be entitled to receive the severance payments described in Section 2.B of the Agreement and the other benefits described therein.

A finding that any term or provision of this Second Release is invalid, unlawful or unenforceable will not affect the remaining terms and provisions of this Second Release.

This Second Release, and the documents referenced in or attached to this Second Release (including the Agreement and First Release), set forth the entire agreement between me and the Company and supersede and render null and void any and all prior or contemporaneous oral or written understandings, statements, representations or promises pertaining to the matters set forth herein except for those set forth in the documents attached to or referred to by this Second Release (including the Agreement and First Release) and except for any and all previously agreed to noncompetition or confidentiality obligations to the Company to which I specifically agree to remain bound after signing this Second Release, including without limitation my obligations under the Barnes Group Inc. Code of Business Ethics and Conduct.

If I violate any part of the Agreement, I will be responsible for all costs incurred by the Company that flow from that violation, including the Company's legal fees and other costs associated with any legal action that arises from that violation. I will also be required to return all payments and reimburse the Company for all benefits provided to me in exchange for signing this Second Release, except for the sum of $500, which I agree constitutes ongoing valid consideration for this waiver and release.

BY SIGNING THE AGREEMENT AND THIS SECOND RELEASE IN THE PLACES PROVIDED, I ACKNOWLEDGE THAT I HAVE READ EACH OF THESE DOCUMENTS CAREFULLY, UNDERSTAND THEIR CONTENTS AND EFFECTS AND THAT MY DECISION TO SIGN THESE DOCUMENTS IS KNOWING AND VOLUNTARY.

Agreed and accepted:

/s/ Scott A. Mayo March 31, 2019            

Scott A Mayo    Date